0001104659-08-070199 Sample Contracts

Letterhead of UBS Investment Bank] September 11, 2008
Impac Mortgage Holdings Inc • November 12th, 2008 • Real estate investment trusts

Reference is made to the Amended and Restated Master Repurchase Agreement, dated as of September 11, 2008 (the “Repurchase Agreement”), by and among Impac Funding Corporation, as a Seller (“IFC”), Impac Mortgage Holdings, Inc., as a Seller and Servicer (“IMH”), Impac Warehouse Lending Group, Inc., as a Seller (“IWLG” and, collectively with IFC and IMH the “Sellers”), and UBS Real Estate Securities, Inc., as Buyer (“UBS”). The parties have entered into the Repurchase Agreement in consideration for the Waiver (defined below) and other good and valuable consideration. Capitalized terms not otherwise defined in this Waiver Agreement (this “Waiver Agreement”) shall have the meanings ascribed to them in the Repurchase Agreement.

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Fee Letter Re: Amended and Restated Master Repurchase Agreement
Letter Agreement • November 12th, 2008 • Impac Mortgage Holdings Inc • Real estate investment trusts • New York

We refer to the Amended and Restated Master Repurchase Agreement, dated as of September 11, 2008 (as amended, supplemented or otherwise modified from time to time, the “Master Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation (“Buyer”), IMPAC FUNDING CORPORATION, a California corporation, as a seller and as servicer (“IFC”), IMPAC MORTGAGE HOLDINGS, INC. a Maryland corporation, as a seller (“IMH”) and IMPAC WAREHOUSE LENDING GROUP, INC., a California corporation, as a seller (“IWLG” and together with IFC and IMH, the “Sellers”, and each individually, a “Seller”). This letter agreement (this “Fee Letter”) shall constitute the “Fee Letter” as defined in the Master Agreement. Capitalized terms used but not defined in this letter agreement are used with the meanings assigned to them in the Master Agreement.

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT between UBS REAL ESTATE SECURITIES INC. as Buyer, IMPAC FUNDING CORPORATION, as a Seller and Servicer, IMPAC MORTGAGE HOLDINGS, INC., as a Seller, and IMPAC WAREHOUSE LENDING GROUP, INC., as a Seller...
Master Repurchase Agreement • November 12th, 2008 • Impac Mortgage Holdings Inc • Real estate investment trusts • New York

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of September 11, 2008 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation (“Buyer”), IMPAC FUNDING CORPORATION, a California corporation, as a seller and as servicer (“IFC”), IMPAC MORTGAGE HOLDINGS, INC. a Maryland corporation, as a seller (“IMH”) and IMPAC WAREHOUSE LENDING GROUP, INC., a California corporation, as a seller (“IWLG” and jointly and severally with IFC and IMH, the “Sellers”, and each individually, a “Seller”).

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